Ocean Power Technologies, Inc. (NASDAQ:OPTT) Files An 8-K Submission of Matters to a Vote of Security Holders

Ocean Power Technologies, Inc. (NASDAQ:OPTT) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07

Submission of Matters to a Vote of Security Holders.

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The annual meeting of the stockholders of Ocean Power Technologies, Inc. (the “Company”) for the year ended April 30, 2018 (the “Annual Meeting”) was held on December 7, 2018.

At the Annual Meeting, the following proposals were voted on by the stockholders of the Company.

1)

To elect six persons to the Company’s Board of Directors;

2)

To approve an amendment to the 2015 Omnibus Incentive Plan (the “2015 Plan”) to increase the number of shares of the Company’s common stock available for grant under the 2015 Plan from 640,703 to 2,640,703 in order to ensure that adequate shares will be available under the 2015 Plan for future grants;

3)

To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, par value $.001 per share (the “Common Stock”), from 50,000,000 to 100,000,000;

4)

To consider and take action on the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2019; and

5)

To vote on an advisory resolution to approve the Company’s executive officer compensation.

The results of the voting were as follows:

Six directors were elected for terms expiring on the date of the annual meeting for the year ended April 30, 2019. As to each nominee for director, the results of the voting were as follows:

Name of Nominee

Number of Votes Voted For

Number of Votes Withheld

Number of Broker Non-Votes

Terence J. Cryan

3,143,899

954,922

10,408,581

Dean J. Glover

3,521,363

577,458

10,408,581

George H. Kirby III

3,170,128

928,693

10,408,581

Steven M. Fludder

3,194,390

904,431

10,408,581

Robert K. Winters

3,294,112

804,709

10,408,581

Kristine S. Moore

3,523,662

575,159

10,408,581

The result of the vote to approve an amendment to the 2015 Plan to increase the number of shares of the Common Stock available for grant under the 2015 Plan from 640,703 to 2,640,703 in order to ensure that adequate shares will be available under the 2015 Plan for future grants was as follows:

Number of VotesVoted For

Number of VotesVoted Against

Number of VotesAbstaining

Number ofBroker Non-Votes

2,119,971

1,869,051

109,799

10,408,581

The result of the vote to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Common Stock from 50,000,000 to 100,000,000 was as follows:

Number of VotesVoted For

Number of VotesVoted Against

Number of VotesAbstaining

Number ofBroker Non-Votes

9,437,203

4,693,737

376,462

The result of the vote to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2019 was as follows:

Number of VotesVoted For

Number of VotesVoted Against

Number of VotesAbstaining

Number ofBroker Non-Votes

12,955,865

854,330

697,207

The result of the vote on the advisory resolution to approve the Company’s executive officer compensation was as follows:

Number of VotesVoted For

Number of VotesVoted Against

Number of VotesAbstaining

Number ofBroker Non-Votes

2,224,821

1,772,278

101,722

10,408,581

Item 9.01

Financial Statements and Exhibits.

*Filed herewith.

Ocean Power Technologies, Inc. ExhibitEX-3.1 2 ex3-1.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF OCEAN POWER TECHNOLOGIES,…To view the full exhibit click hereAbout Ocean Power Technologies, Inc. (NASDAQ:OPTT) Ocean Power Technologies, Inc. is developing and seeking to commercialize its systems that generate electricity by connecting the renewable energy of ocean waves. The Company’s PowerBuoy systems use technologies that convert the mechanical energy created by the rising and falling of ocean waves into electricity. The Company focuses on developing its PowerBuoy product line, which is based on modular, ocean-going buoys. Its autonomous PowerBuoy generates power for use in remote locations, independent of an existing power grid. The Company focuses on developing and commercializing its PowerBuoy products and services for use in autonomous power applications. The Company markets its PowerBuoys in the United States and internationally. The autonomous PowerBuoy integrates a power take-off (PTO) and onboard system for energy storage and management. Its PowerBuoy product is the PB3. PB3 can act as an uninterruptable power supply (UPS), which recharges itself by harvesting energy from the waves.

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